Warranty of Supply Sample Clauses

Warranty of Supply. Supplier hereby represents and warrants to RDR and RDO that it will use commercially reasonable efforts to have the capacity to manufacture and supply the Product(s) required by Purchaser pursuant to the forecasting mechanism of Section 3.2 during the Term of the Agreement. Furthermore, Supplier hereby represents and warrants to RDR and RDO that (a) it will have the capacity to manufacture and supply the Product(s) (a) for any three (3) month period during the Term in quantities equal to [percentage redacted] of the quantity forecast for the three (3) month period prior thereto and [percentage redacted] of the quantity forecast for the three (3) month period commencing six (6) months prior thereto, and (b) it will use commercially reasonable efforts to have the capacity during the period specified in Section 8.3 for any Lifetime Buy. Purchaser may submit Purchase Orders for any quantity of Product(s), although Supplier shall not be obligated to accept any Purchase Order that exceeds the quantity or other requirements of this Agreement. In the event Supplier’s manufacturing capacity is insufficient to meet the quantity of Products requested by Purchaser in a Purchase Order or the quantity set forth in a Rolling Monthly Forecast, Supplier shall notify Purchaser of such circumstances as soon as possible, but in no event later than ten (10) Business Days from the date of receipt of such Purchase Order or Rolling Monthly Forecast, and RDR and/or RDO shall be entitled to reduce the Worldwide Minimum Purchase Quantities specified in Exhibit D. Such reduction in the annual Minimum Purchase Quantity shall apply only to the year of such capacity shortage, and shall be a fraction equal to the ratio of (i) the aggregate, cumulative Prices of Products covered by Purchase Orders or Rolling Monthly Forecasts as to which Supplier has notified Purchaser that it does not have capacity, over (ii) the aggregate, cumulative Prices of all Products covered by Purchase Orders submitted by Purchaser to Supplier during such year. Such calculation shall not include Excess Order Quantities. If the capacity shortfall occurs during the first three years under Exhibit D, the annual Minimum Purchase Quantity shall be deemed to be [number redacted] units, but only for purposes of calculating the reduction. Supplier agrees that in the event Supplier’s manufacturing capacity is insufficient to meet the quantity of Products requested by Purchaser in a Purchase Order, and not in excess of tho...
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Related to Warranty of Supply

  • Warranty Disclaimer EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

  • Representations, Warranties and Agreements to Survive Delivery All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.

  • Warranty Disclaimers EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1 OR SECTION 5.2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

  • Representations, Warranties and Covenants of the Special Servicer (a) The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:

  • Representations and Warranties of the Special Servicer (a) The Special Servicer hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that:

  • Representations and Warranties of Subadviser The Subadviser represents and warrants to the Adviser and the Trust as follows:

  • Representations and Warranties of Sub-Adviser The Sub-Adviser represents, warrants and agrees as follows:

  • Representations, Warranties, Covenants and Agreements to Survive Delivery All representations, warranties, covenants and agreements of the Company, the Selling Stockholders and the Underwriters herein or in certificates delivered pursuant hereto, and the indemnity and contribution agreements contained in Section 8 hereof shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter within the meaning of the Act or the Exchange Act, or by or on behalf of the Company or any Selling Stockholder, or any of their officers, directors or controlling persons within the meaning of the Act or the Exchange Act, and shall survive the delivery of the Shares to the several Underwriters hereunder or termination of this Agreement.

  • Representations and Warranties of Lessor Lessor represents and warrants to Lesse as follows:

  • REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY All representations, warranties and covenants contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or by or on behalf of the Company, its officers or directors or any person controlling the Company, and shall survive the acceptance of and payment for any of the Securities.

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